2015-01-06 17:50:45
About redemption of the common shares of JSC “BTA Bank” upon request of the shareholders
The
Joint-Stock Company"BTA Bank" (further the Bank or BTA) informs about passage
of the Board of Directors of the Bank's decision on determination of the
conditions and order of the redemption of common shares of the Bank upon
request of the shareholderdated January 05, 2015.
On December 26, 2014 the extraordinary general meeting
of the shareholders of BTA (further the "EGMS") approved target model of
integration of JSC Kazkommertsbank (further the KKB) and BTA in the form of
transfer of the assets and liabilities between parent bank (KKB) and subsidiary
bank (BTA). The shareholders also approved plans for withdrawal of BTA from
bank system by delivery of the banking license after transfer of the assets and
liabilities and subsequent deconsolidation of KKB and BTA.
The shareholders of BTA recommended to approve the
conditions and the order of the redemption of common shares of BTA upon request
of the shareholderto the Board of Directors of BTA.
According to the article 27 of the Law "About
Joint-Stock Companies" (Redemption of the placed shares by the Company upon
request of the shareholder) and the Rules for redemption of the placed shares
of JSC BTA Bank approved by general meeting of the shareholders of BTA on
February 22, 2007 (with changes dated February 14, 2013) (further the "Rules"),
the Board of Directors has approved the following conditions and order of the
redemption of common shares of BTA upon request of the shareholders:
1. Basis of the redemption - upon request of the
shareholder (if the request is submitted);
2. Term for presentation of the requirements - till
January 26, 2015 inclusively (30 days from the date of the decision of EGMS on
December 26, 2014);
3. The redemption price - according to the article 4
of the Rules (Redemption of the placed shares upon request of the shareholder),
is determined as an average price between the price of the last placement (0.30
tenge per the share) and book value of the shares as of the date of the
redemption. The bank established December 31, 2014 as a reporting date for
determination of the book value of the shares. The price of the redemption will
be determined by Bank and brought to the attention of the shareholders no later
than February 1, 2015. The bank expects that the price of the redemption will
be from 0.23 to 0.25 tenge per the share. If following the results of audit of
the annual financial reports of the Bank, book value of the shares as of
December 31, 2014 is higher, than the book value determined by Bank as of the
date of share repurchase, Bank will pay a differenceto the shareholdersin
addition and if book value is lower, conducted redemption remains without
changes;
4. Submission of the requirements - in compliance with
specified further procedure;
5. Calculation for shares - no later than 30 days from
the moment of submission of the requirement, but not earlier than performance
of the order on placement of the redeemed shares to the account of BTA in JSC
Single Registrar of Securities (further the "SRS").
Order
of submission of the requirements by shareholders of BTA about redemption of
the shares belonging to them and/or global depositary receipts, which
underlying asset are common shares issued (emitted) by BTA
The redemption
is performed by Bank of shares based on the documents provided by Rules. Rules
are placed on the website of the Bank to the address www.bta.kz the
Shareholders, who are wishing to receive the paper copy of the Rules need to
contact with head office of the Bank to the address: Almaty city, microdistrict
"Samal-2", Zholdasbekov Str., 97 or to one following bank branches:
Branch Office
|
Address
|
Oblast
|
City, street, #
|
Aktobe branch office
|
Aktobe Oblast
|
51 Abulkhair Khan avenue, Aktobe
|
Almaty branch office
|
Almaty Oblast
|
55 Aiteke bi street, Almaty
|
East-Kazakhstan branch office
|
East-Kazakhstan Oblast
|
21/1 Gorky street, Ust-Kamenogorsk
|
Atyrau branch office
|
Atyrau Oblast
|
23 Kulmanov street, Atyrau
|
Zhambyl branch office
|
Zhambyl Oblast
|
75 Zheltoksan street, Taraz
|
Zhezkazgan branch office
|
Karaganda Oblast
|
20 Titov street, Zhezkazgan
|
Karaganda branch office
|
Karaganda Oblast
|
11A Alikhanov street, Karaganda
|
Kyzylorda branch office
|
Kyzylorda Oblast
|
53 Zhakhaev street, Kyzylorda
|
Kokshetau branch office
|
Akmola Oblast
|
21 B. Momyshuly street, Kokshetau
|
Kostanay branch office
|
Kostanay Oblast
|
114 Al-Farabi avenue, Kostanay
|
Mangistau branch office
|
Mangistau Oblast
|
63 14th microdistrict, Aktau
|
Pavlodar branch office
|
Pavlodar Oblast
|
22 Ak. Bekturov street, Pavlodar
|
North-Kazakhstan branch office
|
North-Kazakhstan Oblast
|
60A Brusilovskiy street, Petropavlovsk
|
Semey branch office
|
East-Kazakhstan Oblast
|
53 Urankhaev street, Semey
|
Taldykorgan branch office
|
Almaty Oblast
|
158 Ablay Khan street, Taldykorgan
|
West-Kazakhstan branch office
|
West-Kazakhstan Oblast
|
69/1 Amanzholov street, Uralsk
|
Astana branch office
|
Akmola Oblast
|
27 Seifullin street, Astana
|
Temirtau branch office
|
Karaganda Oblast
|
20 Republic square, Temirtau
|
South-Kazakhstan branch office
|
South-Kazakhstan Oblast
|
82 Tauke Khan avenue, Shymkent
|
Ekibastuz branch office
|
Pavlodar Oblast
|
91 Stroitelnaya street, Ekibastuz
|
The
shareholders having intention to give the requirement about the redemption of
the shares belonging to them fill in the Application form according to the form
provided by Appendix No. 1 to Rules.
www.bta.kz/files/u1/rules14_02_13eng.doc
Statements are
adopted at head office of Bank and in the branches stated above before the
termination of the working day on January "26", 2015. If the
Application is submitted in a sealed envelope, on an envelope there shall be a
mark: "The statement on a share repurchase". Adoption of the Statements
which aren't containing necessary data, or provided with violation of fixed
term it can be refused.
The
shareholders of Bank who submitted the Application on the redemption of the
shares belonging to them shall within [five] days from the date of
[announcement] Bank of the share price, provide the signed Purchase and sale
agreement of shares and other documents, stipulated in Item 7 Rules in Bank.
Payment of
cost of the redeemed shares will be performed in a non-cash order within 30
calendar days from the date of receipt of the corresponding Statement on
condition of provision of the documents provided by Rules and transfer of
shares on a personal account of Bank.
Each
shareholder independently is responsible for timely receipt of permissions,
approvals and making of other actions necessary for sale of shares (including
provision of SRS of required documents and data for write-off and transfer of
shares), and also for payment of any commissions, charges and taxes.
Payment to the
shareholders who are nonresidents of the Republic of Kazakhstan can be
performed with tax withholding at a payment source according to requirements of
the Tax code of the Republic of Kazakhstan. The additional information
concerning tax withholding will be placed in addition with a source of payment
on the website of Bank to the address www.bta.kz.
The holders of
global depositary receipts which underlying asset are bank shares (further -
"GDR", also have the right to submit the requirement about sale of the shares
belonging to them. In order to implement such right, the holders of GDR need to
address to the "Bank of New York Mellon" (The Bank of New York
Mellon), being depositary of GDR (further - "Depositary"), for
additional instructions by Email: drglobaltransactions@bnymellon.com. Payment
to the holders of GDR who are non-residents of the Republic of Kazakhstan will
be made in US dollars at the rate of National Bank of the Republic of
Kazakhstan as of payment date.
Any of
provisions of this announcement shan't be considered as the recommendation or
consultation. Before the shareholder of Bank makes any decision or performs any
action, it needs to address for consultation to the legal, tax or financial
consultant.
This
announcement and any documents constituted according to this announcement are
regulated and treated according to the legislation of the Republic of
Kazakhstan. All possible disputes or disagreements following from this
announcement and (or) in connection with it are subject to consideration in
court of the Republic of Kazakhstan.
In case of the
questions connected with this announcement or in need of the receipt of the
additional information or documents specified in the announcement, we ask to
address to the Corporate Secretary Pitulova Olga by phones: +7 (727) 266-72-54,
+7 (727) 26-72-69; to Email
sdugashev@bta.kz, opitulova@bta.kz, respectively, or post@bta.kz. On the
questions connected with GDR, we ask to address to the Corporate Secretary
Pitulova Olga by phones: +7 (727) 266-72-54, +7 (727) 266-72-69; to Email
sdugashev@bta.kz, opitulova@bta.kz.